Williams Partners L.P. Reports Third-Quarter 2009 Financial Results

-- Net Income, DCF Performance Continue to Improve

TULSA, Okla., Oct. 29 /PRNewswire-FirstCall/ -- Williams Partners L.P. (NYSE:
WPZ) today announced unaudited third-quarter 2009 net income of $55.9 million,
compared with third-quarter 2008 net income of $60.8 million. Net income per
limited-partner unit for third-quarter 2009 was $1.04, compared with $1.00 per
limited-partner unit, as revised, for third-quarter 2008.

Lower natural gas liquid (NGL) margins, driven by much lower NGL prices, were
the primary reason for the decline in net income in the third quarter. The
lower prices were significantly offset by sharply lower natural gas prices.
Gathering volumes at Wamsutter and Four Corners remained steady. Lower
operating and maintenance expenses at Four Corners and higher volumes at
Discovery partially offset the lower NGL margins.

Year-to-date through Sept. 30, Williams Partners' net income was $100.0
million, compared with $176.3 million for the same period in 2008. Net income
per limited-partner unit for the first nine months of 2009 was $1.88, compared
with $2.92, as revised, for the first nine months of 2008.

Lower NGL margins, due to much lower NGL prices, were also the primary reason
for the decline in net income in the year-to-date period. These lower prices
were significantly offset by the benefit of sharply lower natural gas prices.
Lower operating and maintenance expenses at Four Corners also helped partially
offset the lower NGL margins.

Third-quarter and year-to-date 2008 net income per limited-partner unit have
been revised pursuant to the adoption of an accounting rule change in 2009,
which changed the method the partnership previously used to allocate
undistributed earnings between the limited partners and the general partner.

Distributable Cash Flow Significantly Improved Versus 2Q '09
For third-quarter 2009, the key measure of distributable cash flow per
weighted-average limited partner unit was $1.15, compared with $0.96 for
third-quarter 2008. Distributable cash flow for limited-partner unitholders
was $60.5 million for third-quarter 2009, compared with $50.5 million for
third-quarter 2008.

Distributable cash flow per weighted-average limited partner unit was $2.29
for the first nine months of 2009, compared with $2.65 for the first nine
months of 2008. Distributable cash flow for limited-partner unitholders was
$120.6 million for the first nine months of 2009, compared with $139.3 million
for the same period in 2008.

The 2009 amounts were significantly, favorably impacted by Williams' (NYSE:
WMB) waiver of its incentive distribution rights for 2009. The waiver, which
was detailed in the partnership's April 15, 2009, press release, decreases the
amount of distributable cash flow allocated to the general partner.

Although distributable cash flow is down compared to 2008 for the year-to-date
period, it has significantly improved throughout 2009, and is up 97 percent
over second-quarter 2009. The partnership's cash distribution coverage ratio
was 1.80x for third-quarter 2009, which included the benefit of Williams' IDR
waiver. Without that benefit, the partnership's cash distribution coverage
ratio would have been 1.48x for third-quarter 2009.

The year-over-year declines in distributable cash flow in the 2009 periods are
due to lower cash distributions from the Discovery and Wamsutter investments,
as well as lower results from Four Corners. Lower NGL margins drove the
decline in results at Four Corners and Wamsutter.

As a result of 2008 hurricane impacts and sharply lower NGL margins, Discovery
did not make cash distributions to the partnership earlier in the year.
However, Discovery was fully operational for third-quarter 2009 and paid the
partnership an $11.1 million cash distribution in September.

Partnership Strengthens Outlook for 2009 DCF, Distribution Coverage
Williams Partners' management is updating its outlook for full-year 2009
commodity price assumptions and the corresponding effect on select partnership
results to reflect year-to-date results and the outlook for the fourth
quarter.

The partnership's outlook for 2009 distributable cash flow and cash
distribution coverage ratio have both been increased compared with previous
guidance, which was issued on Aug. 6. The full commodity price outlook and
guidance are presented in the following chart.

2009 Commodity Price Results, Assumptions and Outlook
-----------------------------------------------------
YTD 3Q Full-Year 2009
Results Results Assumptions/Outlook
------- ------- -------------------

Low High
--- ----
Natural Gas ($/MMBtu):
NYMEX $3.93 $3.39 $3.95 $4.35
Rockies $2.79 $2.71 $3.00 $3.40
San Juan $3.02 $2.95 $3.20 $3.50

Oil / NGL: Low High
--- ----
Crude Oil - WTI ($/barrel) $53 $68 $55 $60
NGL to Crude Oil relationship* 51% 47% 49% 51%

Financial Impacts
-----------------
Amounts in millions, except NGL
margins and coverage ratios

Four Corners NGL Margins
($/gallon) $0.39 $0.46 $0.40 $0.44
Wamsutter NGL Margins
($/gallon) $0.36 $0.43 $0.36 $0.39

2009 Distributable Cash Flow** $123 $62 $170 $190
2009 Distributions $103 $34 $137 $137
Cash Distribution Coverage 1.2x 1.8x 1.2x 1.4x
Ratio**

* This is calculated as the price of natural gas liquids as a
percentage of the price of crude oil on an equal volume basis.
** Distributable Cash Flow and Cash Distribution Coverage Ratio
are non-GAAP measures. Reconciliations to the most relevant
measures included in GAAP are attached to this news release.

Management is also providing its initial outlook for 2010 distributable cash
flow and cash distribution coverage, as well as NGL margins at Four Corners
and Wamsutter, based on current forward market commodity prices for 2010.
This information is presented in the following chart. The cash distribution
coverage ratio range shown below is based on current annual cash distribution
per limited-partner unit of $2.54 and includes full payment of incentive
distribution rights to Williams in 2010.

2010 Base Business Outlook
--------------------------
Market
(10-19-09)
----------

Natural Gas ($/MMBtu):
NYMEX $6.31
Rockies $5.74
San Juan $5.83

Oil / NGL:
Crude Oil - WTI ($/barrel) $82.52
Crude to Gas Ratio 13:1
NGL to Crude Oil relationship* 50% - 55%

Financial Impacts
-----------------
Four Corners NGL margin
($/gallon) $0.48 - $0.59
Wamsutter NGL margin
($/gallon) $0.43 - $0.52
Distributable Cash Flow (in
millions) ** $175 - $210
Cash Distribution Coverage
Ratio** 1.1x - 1.3x

* This is calculated as the price of
natural gas liquids as a percentage of
the price of crude oil on an equal
volume basis.
** Distributable Cash Flow and Cash
Distribution Coverage Ratio are
non-GAAP measures. Reconciliations to
the most relevant measures included in
GAAP are attached to this news release.

Chief Operating Officer Perspective
"The partnership turned in a very strong performance in the third quarter, as
NGL margins have continued to improve and gathering and equity sales volumes
were strong across all of our gathering and processing businesses," said Alan
Armstrong, chief operating officer of the general partner of Williams
Partners.

"Our well connect program in the West helped drive a 7 percent increase in
gathered volumes at Wamsutter during the quarter; and the new Tahiti volumes,
as well as full recovery from the '08 hurricane effects, led to a 51 percent
increase in plant inlet volumes at Discovery," Armstrong said.

"Our strong performance in the second half of the year will also enable us to
pursue some small organic growth opportunities and small bolt-on
acquisitions," Armstrong said.

Business Segment Performance
Business segment performance includes results for the partnership's three
business segments: Gathering and Processing - West, which includes Four
Corners and the Wamsutter investment; Gathering and Processing - Gulf, which
includes the Discovery investment; and NGL Services, which includes the Conway
fractionation and storage complex.

Consolidated Segment Profit
3Q YTD
---- -----
Amounts in
thousands 2009 2008 2009 2008

Gathering and
Processing - West $63,482 $70,691 $142,642 $207,874
Gathering and
Processing - Gulf 10,925 8,480 15,591 30,437
NGL Services 5,796 6,315 15,286 15,270
----- ----- ------ ------

Consolidated Segment
Profit $80,203 $85,486 $173,519 $253,581
======= ======= ======== ========

Recurring Consolidated Segment Profit*
Amounts in thousands

Gathering and
Processing - West $58,482 $64,681 $138,608 $195,533
Gathering and
Processing - Gulf 10,925 9,370 15,591 31,327
NGL Services 5,796 6,315 15,286 15,270
----- ----- ------ ------

Recurring
Consolidated Segment
Profit* $75,203 $80,366 $169,485 $242,130
======= ======= ======== ========

* A schedule reconciling segment profit to recurring segment profit is
attached to this press release.

Lower per-unit NGL margins at Four Corners drove the lower results for the
Gathering & Processing - West segment during the third quarter. Lower
operating and maintenance expenses at Four Corners, as well as higher equity
earnings from Wamsutter partially offset the lower NGL margins. The lower
operating and maintenance expenses at Four Corners were primarily due to lower
system losses.

The higher third-quarter equity earnings from Wamsutter were due to a higher
allocation of Wamsutter's net income to the partnership in 2009 compared with
2008. Based on the provisions of Wamsutter's LLC agreement, Williams
Partners' share of Wamsutter's net income varies depending on its year-to-date
net income for a given period and the partnership's overall level of
ownership. This higher allocation offset the decrease in Wamsutter's total
net income.

Higher third-quarter equity earnings from the Discovery investment drove the
higher segment profit in the Gathering and Processing -- Gulf segment for the
third-quarter of 2009. Discovery's third-quarter 2008 equity earnings were
reduced by approximately $5.0 million as a result of hurricane-related damages
and downtime.

Lower per-unit NGL margins at Four Corners and lower equity earnings from
Wamsutter were the key drivers of the lower year-to-date results in the
Gathering and Processing - West segment. Lower per-unit NGL margins led to
the lower equity earnings at Wamsutter.

Downtime at Ignacio due to the June 2009 pipeline rupture also negatively
affected the year-to-date results. Lower operating and maintenance expenses
at Four Corners, as well as higher fee-based revenues at Wamsutter on higher
gathering volumes partially offset the lower NGL margins. The lower operating
and maintenance expenses at Four Corners were primarily due to lower system
losses.

Lower equity earnings from the Discovery investment drove the lower segment
profit results in the Gathering and Processing - Gulf segment for the
year-to-date 2009 period. The reduced equity earnings were due primarily to
lower per-unit NGL margins and lower plant inlet volumes as both Discovery and
its producers worked to recover from the 2008 hurricane damage. These
negative impacts were partially offset in the year-to-date period by the
receipt of $4.2 million in business interruption insurance proceeds on the
Discovery investment during the first quarter.

Reconciliations of the partnership's distributable cash flow for
limited-partner unitholders to net income, cash distribution coverage ratio,
as well as recurring segment profit to reported segment profit, are available
on Williams Partners' web site at www.williamslp.com and as an attachment to
this document.

Definitions of Non-GAAP Financial Measures
Williams Partners defines recurring segment profit as segment profit excluding
items of income or loss that the partnership characterizes as unrepresentative
of its ongoing operations.

Williams Partners defines distributable cash flow attributable to partnership
operations as net income (loss) plus depreciation, amortization and accretion,
less earnings from equity investments, as well as adjustments for certain
non-cash, non-recurring items, plus reimbursements from Williams under an
omnibus agreement and less maintenance capital expenditures, plus the actual
cash distributed by Wamsutter and Discovery.

Distributable cash flow per weighted average limited-partner unit is a key
measure of the partnership's financial performance and available cash flows to
unitholders. Williams Partners defines distributable cash flow per
limited-partner unit as distributable cash flow attributable to partnership
operations allocable to limited partners divided by the weighted average
limited partner-units outstanding. Distributable cash flow attributable to
partnership operations allocable to limited partners is calculated by
allocating the distributable cash flow attributable to partnership operations,
as defined in the preceding paragraph, between the general partner and the
limited partners in accordance with the cash-distribution provisions of our
partnership agreement.

Williams Partners calculates the ratio of distributable cash flow per limited
partner unit to the actual cash distribution per unit paid and the ratio of
distributable cash flow attributable to partnership operations to the total
cash distributed (cash distribution coverage ratio). These two measures
reflect the amount of distributable cash flow relative to the partnership's
actual cash distribution on both a per limited partner unit and total
distribution basis.

Today's Analyst Call
Williams Partners' management will discuss the partnership's third-quarter
2009 financial results during a live webcast today beginning at 11 a.m. EDT.
Participants are encouraged to access the webcast and slides for viewing,
downloading and printing at www.williamslp.com.

A limited number of phone lines also will be available at (888) 208-1812.
International callers should dial (719) 325-2327. Replays of the third-quarter
webcast, in both streaming and downloadable podcast formats, will be available
for two weeks at www.williamslp.com following the event.

Form 10-Q
The partnership plans to file its Form 10-Q with the Securities and Exchange
Commission today. The document will be available on both the SEC and Williams
Partners web sites.

About Williams Partners L.P. (NYSE: WPZ)
Williams Partners L.P. is a publicly traded master limited partnership that
owns natural gas gathering, transportation, processing and treating assets
serving regions where producers require large scale and highly reliable
services, including the Gulf of Mexico, the San Juan Basin in New Mexico and
Colorado, and the Washakie Basin in Wyoming. The partnership also serves the
natural gas liquids (NGL) market through its NGL fractionating and storage
assets. The general partner is Williams Partners GP LLC. More information
about the partnership is available at www.williamslp.com. Go to
http://www.b2i.us/irpass.asp?BzID=1296&to=ea&s=0 to join our e-mail list.

Contact: Jeff Pounds
Williams (media relations)
(918) 573-3332

Sharna Reingold
Williams (investor relations)
(918) 573-2078

Williams Partners L.P. is a limited partnership formed by The Williams
Companies, Inc. (Williams). Our reports, filings, and other public
announcements may contain or incorporate by reference statements that do not
directly or exclusively relate to historical facts. Such statements are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. You typically can identify forward-looking
statements by the use of forward-looking words, such as "anticipates,"
believes," "could," "may," "should," "continues," "estimates," "expects,"
"forecasts," "intends," "might," "objectives," "planned," "potential,"
"projects," "scheduled," "will," and other similar expressions. These
statements are based on our present intentions and our assumptions about
future events and are subject to risks, uncertainties, and other factors. In
addition to any assumptions, risks, uncertainties or other factors referred to
specifically in connection with such statements, other factors not
specifically referenced could cause our actual results to differ materially
from the results expressed or implied in any forward-looking statements. Those
factors include, among others:

-- whether we have sufficient cash from operations to enable us to
maintain
current levels of cash distributions or to pay the minimum quarterly
distribution following establishment of cash reserves and payment of
fees and expenses, including payments to our general partner;
-- availability of supplies (including the uncertainties inherent in
assessing and estimating future natural gas reserves), market demand,
volatility of prices, and the availability and cost of capital;
-- inflation, interest rates and general economic conditions (including
the
current economic slowdown and the disruption of global credit markets
and the impact of these events on our customers and suppliers);
-- the strength and financial resources of our competitors;
-- development of alternative energy sources;
-- the impact of operational and development hazards;
-- costs of, changes in, or the results of laws, government regulations
(including proposed climate change legislation), environmental
liabilities, litigation, and rate proceedings;
-- changes in maintenance and construction costs;
-- changes in the current geopolitical situation;
-- our exposure to the credit risks of our customers;
-- risks related to strategy and financing, including restrictions
stemming
from our debt agreements, future changes in our credit ratings, and
the
availability and cost of credit;
-- risks associated with future weather conditions;
-- acts of terrorism; and

-- additional risks described in our filings with the Securities and
Exchange Commission.

Given the uncertainties and risk factors that could cause our actual results
to differ materially from those contained in any forward-looking statement, we
caution investors not to unduly rely on our forward-looking statements. In
addition to causing our actual results to differ, the factors listed above may
cause our intentions to change. Such changes in our intentions may also cause
our results to differ. We disclaim any obligation to and do not intend to
publicly update or revise any forward-looking statements or changes to our
intentions, whether as a result of new information, future events or
otherwise.

Limited partner interests are inherently different from the capital stock of a
corporation, although many of the business risks to which we are subject are
similar to those that would be faced by a corporation engaged in a similar
business. Investors are urged to closely consider the disclosures and risk
factors in our annual report on Forms 10-K filed with the Securities and
Exchange Commission on February 26, 2009, and our quarterly reports on Form
10-Q available from our offices or from our website at www.williamslp.com.

Reconciliation of Non-GAAP Measures
(UNAUDITED)

This press release includes certain financial measures, Recurring
Segment Profit, Distributable Cash Flow and Distributable Cash Flow per
Limited Partner Unit that are non-GAAP financial measures as defined
under the rules of the Securities and Exchange Commission.
For Williams Partners L.P., Recurring Segment Profit excludes items of
income or loss that we characterize as unrepresentative of our ongoing
operations. Management believes Recurring Segment Profit provides
investors meaningful insight into Williams Partners L.P.'s results from
ongoing operations.
For Williams Partners L.P. we define Distributable Cash Flow
attributable to partnership operations as net income (loss) plus
depreciation, amortization and accretion, less our earnings from equity
investments, as well as adjustments for certain non-cash, non-recurring
items, plus reimbursements from Williams under an omnibus agreement and
less maintenance capital expenditures, plus the actual cash distributed by
Wamsutter and Discovery. For our equity investments, Wamsutter and
Discovery, we define Distributable Cash Flow as net income (loss) plus
depreciation, amortization and accretion and less maintenance capital
expenditures. We also adjust for certain non-cash, non-recurring items.
Our equity share of Wamsutter's Distributable Cash Flow is based on the
distribution provisions of the Wamsutter LLC Agreement. Our equity share
of Discovery's Distributable Cash Flow is 60%.
For Williams Partners L.P. we define Distributable Cash Flow per
Limited Partner Unit as Distributable Cash Flow attributable to
partnership operations allocable to limited partners divided by the
weighted average limited partner units outstanding. Distributable Cash
Flow attributable to partnership operations allocable to limited partners
is calculated by allocating the distributable cash flow attributable to
partnership operations, as defined in the preceding paragraph, between
the general partner and the limited partners in accordance with the cash
distribution provisions of our partnership agreement.
For Williams Partners L.P. we also calculate the ratio of
Distributable Cash Flow per Limited Partner Unit to the actual cash
distribution per unit paid and the ratio of Distributable Cash Flow
attributable to partnership operations to the total cash distributed (cash
distribution coverage ratio). These measures reflect the amount of
Distributable Cash Flow relative to our cash distribution on both a per
Limited Partner Unit and total distribution basis. We have also provided
these ratios calculated using the most directly comparable GAAP measures,
net income per unit and net income.
This press release is accompanied by a reconciliation of these non-
GAAP financial measures to their nearest GAAP financial measures.
Management uses these financial measures because they are accepted
financial indicators used by investors to compare company performance.
In addition, management believes that these measures provide investors an
enhanced perspective of the operating performance of the Partnership's
assets and the cash that the business is generating. Neither Recurring
Segment Profit nor Distributable Cash Flow are intended to represent cash
flows for the period, nor are they presented as an alternative to net
income (loss) or cash flow from operations. Distributable Cash Flow per
Limited Partner is not presented as an alternative to net income per unit.
They should not be considered in isolation or as substitutes for a measure
of performance prepared in accordance with United States generally
accepted accounting principles.

2008
----
(Thousands,
except per-
unit amounts) 1st Qtr 2nd Qtr 3rd Qtr Y-T-D 4th Qtr Full Year
-------------- ------- ------- ------- ----- ------- ---------

Williams Partners L.P.
Reconciliation of Non-GAAP "Recurring Segment
Profit" to GAAP "Segment Profit"

Gathering and
Processing -
West $50,405 $86,778 $70,691 $207,874 $46,288 $254,162
Gathering and
Processing -
Gulf 13,511 8,446 8,480 30,437 (14,590) 15,847
NGL Services 5,541 3,414 6,315 15,270 8,768 24,038
----- ----- ----- ------ ----- ------

Segment Profit 69,457 98,638 85,486 253,581 40,466 294,047
Non-recurring
Items:
Gathering and
Processing - West
Involuntary
conversion
gain
resulting from
Ignacio fire - (3,266) (6,010) (9,276) (2,328) (11,604)
Wamsutter
customer
contract
adjustment
included in
equity
earnings (3,065) - - (3,065) - (3,065)
Gathering and
Processing - Gulf
Discovery
hurricane
repair
expenses up to
insurance
deductible
(60%) - - 890 890 2,935 3,825
Hurricane-
related
survey
costs (60%) - - - - 1,188 1,188
NGL Services
Product
imbalance
valuation
adjustment - - - - (1,437) (1,437)
Other items:
Gathering and
Processing - Gulf
Impairment of
Carbonate
Trend
gathering
pipeline - - - - 6,187 6,187
------- ------- ------ -------- ----- -----
Recurring
Segment Profit $66,392 $95,372 $80,366 $242,130 $47,011 $289,141
======= ======= ======= ======== ======= ========

2009
----
(Thousands,
except per-
unit amounts) 1st Qtr 2nd Qtr 3rd Qtr Y-T-D
-------------- ------- ------- ------- -----

Williams Partners L.P.
Reconciliation of Non-GAAP "Recurring Segment
Profit" to GAAP "Segment Profit"

Gathering and
Processing -
West $38,310 $40,850 $63,482 $142,642

Gathering and
Processing -
Gulf 691 3,975 10,925 15,591

NGL Services 4,316 5,174 5,796 15,286
----- ----- ----- ------

Segment Profit 43,317 49,999 80,203 173,519

Non-recurring Items:
Gathering and
Processing - West
Involuntary
conversion
gain resulting
from Ignacio
fire 966 - (5,000) (4,034)

Wamsutter
customer
contract
adjustment
included in
equity
earnings - - - -
Gathering and Processing
- Gulf
Discovery
hurricane
repair
expenses up to
insurance
deductible
(60%) - - - -

Hurricane-
related survey
costs (60%) - - - -
NGL Services
Product
imbalance
valuation
adjustment - - - -

Other items:
Gathering and Processing
- Gulf
Impairment of
Carbonate
Trend
gathering
pipeline - - - -

------- ------- ------- --------
Recurring
Segment Profit $44,283 $49,999 $75,203 $169,485
======= ======= ======= ========

2008
----
(Thousands,
except
per-
unit
amounts) 1st 2nd 3rd 4th Full
Qtr Qtr Qtr Y-T-D Qtr Year
------ ------- ------- ------- ----- ------- ----

Williams Partners L.P.
Reconciliation of Non-GAAP "Distributable Cash Flow
per Limited Partner Unit" to GAAP "Net income"

Net
income $43,629 $71,822 $60,833 $176,284 $15,105 $191,389

Depreciation,
amort-
ization and
accretion 11,226 11,002 11,735 33,963 11,066 45,029

Non-cash
amortization
of debt
issuance costs
included in
interest
expense 489 459 459 1,407 461 1,868
Involuntary
conversion
gain resulting
from Ignacio
fire - (3,266) (6,010) (9,276) (2,328) (11,604)
Equity
earnings (34,815) (46,050) (29,045) (109,910) 731 (109,179)
Reimburse-
ments from
Williams
under
omnibus
agreement 771 865 692 2,328 653 2,981
Impairment of
Carbonate
Trend
gathering
pipeline - - - - 6,187 6,187

Maintenance
capital
expendi-
tures(a) (8,534) (2,497) (5,309) (16,340) (5,420) (21,760)
----- ----- ----- ------ ----- ------

Distributable
Cash Flow
Excluding
Equity
Invest-
ments 12,766 32,335 33,355 78,456 26,455 104,911
------ ------ ------ ------ ------ -------

Plus:
Wamsutter
cash
distributions
to Williams
Partners
L.P. 22,704 26,603 28,989 78,296 20,843 99,139

Plus:
Discovery's
cash
distributions
to Williams
Partners
L.P. (b) 16,800 15,600 13,200 45,600 10,800 56,400
------ ------ ------ ------ ------ ------

Distributable
cash flow
attributable
to partner-
ship
operations 52,270 74,538 75,544 202,352 58,098 260,450

Distributable
Cash Flow
attributable
to partnership
operations
allocable to
general
partner 13,431 24,565 25,067 63,063 16,344 79,407
------ ------ ------ ------ ------ ------
Distributable
Cash Flow
attributable
to limited
partnership
operations
allocable to
limited
partners $38,839 $49,973 $50,477 $139,289 $41,754 $181,043
======= ======= ======= ======== ======= ========

Weighted
average
number
of units out-
stand-
ing: 52,774,728 52,774,728 52,775,912 52,775,126 52,777,452 52,775,710
========== ========== ========== ========== ========== ==========

Distributable
Cash Flow
attributable
to partnership
operations
per
limited
partner
unit: $0.74 $0.95 $0.96 $2.65 $0.79 $3.44
===== ===== ===== ===== ===== =====

Actual cash
distribution
per unit: $0.600 $0.625 $0.635 $1.860 $0.635 $2.495

Total cash
distrib-
uted: $37,922 $40,560 $41,617 $120,099 $41,617 $161,716

Coverage ratios:
Distributable
Cash Flow
attributable
to partnership
operations
per limited
partner unit
divided by
Actual cash
distribution
per unit: 1.23 1.52 1.51 1.42 1.25 1.38
==== ==== ==== ==== ==== ====

Distributable
cash flow
attributable
to partnership
operations
divided by
Total cash
distributed 1.38 1.84 1.82 1.68 1.40 1.61
==== ==== ==== ==== ==== ====

Distributable
cash flow
attributable
to partnership
operations
divided by
total cash
distribution
excluding
Williams' IDR
Support (c) N/A N/A N/A N/A N/A N/A
======= ======= ======= ======= ======= =======

Net income,
per common and
subordinated
unit divided
by Actual cash
distribution
per unit 1.18 1.94 1.57 1.57 0.24 1.23
==== ==== ==== ==== ==== ====

Net income
divided by
Total cash
distributed 1.15 1.77 1.46 1.47 0.36 1.18
==== ==== ==== ==== ==== ====

(a) Maintenance capital expenditures includes certain well connection
capital.
(b) Discovery's LLC agreement was amended in the second quarter 2009 so
that it would make its cash distribution for a given quarter in that
same quarter.
(c) Williams' IDR support is a reduction of total cash distributed of
approximately $7.4 million.

Wamsutter
Reconciliation of Non-GAAP
"Distributable Cash Flow" to GAAP "Net income"

Net income $21,194 $37,480 $32,007 $90,681 $13,083 $103,764
Depreciation
and
accretion 5,228 5,213 5,295 15,736 5,446 21,182
Maintenance
capital
expendi-
tures (3,245) (6,258) (5,867) (15,370) (6,070) (21,440)
----- ----- ----- ------ ----- ------

Distributable
Cash Flow -
100% $23,177 $36,435 $31,435 $91,047 $12,459 $103,506
======= ======= ======= ======= ======= ========

Discovery
Producer Services

Reconciliation of Non-GAAP
"Distributable Cash Flow" to GAAP "Net income"

Net income
(loss) $22,701 $14,282 $13,740 $50,723 ($16,323) $34,400
Depreciation
and
accretion 6,983 6,802 3,726 17,511 3,813 21,324
Maintenance
capital
expendi-
tures (187) (285) (680) (1,152) (19) (1,171)
--- --- --- ----- --- -----

Distributable
Cash Flow -
100% $29,497 $20,799 $16,786 $67,082 ($12,529) $54,553
======= ======= ======= ======= ======== =======

Distributable
Cash Flow -
our 60%
interest $17,698 $12,479 $10,072 $40,249 ($7,517) $32,732
======= ======= ======= ======= ======= =======

2009
----
(Thousands, except
per-unit amounts) 1st Qtr 2nd Qtr 3rd Qtr Y-T-D
------------------ ------- ------- ------- -----

Williams Partners L.P.
Reconciliation of Non-GAAP "Distributable Cash Flow per Limited
Partner Unit" to GAAP "Net income"

Net income $18,672 $25,368 $55,947 $99,987
Depreciation,
amortization and
accretion 11,184 11,164 11,288 33,636
Non-cash
amortization of debt
issuance costs
included in interest
expense 460 462 461 1,383
Involuntary
conversion gain
resulting from
Ignacio fire 966 - (5,000) (4,034)
Equity earnings (12,110) (22,962) (34,700) (69,772)
Reimbursements from
Williams under
omnibus agreement 327 914 760 2,001
Impairment of
Carbonate Trend
gathering pipeline - - - -
Maintenance capital
expenditures (a) (5,142) (7,176) (3,780) (16,098)
------ ------ ------ -------

Distributable Cash
Flow Excluding
Equity Investments 14,357 7,770 24,976 47,103
------ ----- ------ ------

Plus: Wamsutter cash
distributions to
Williams Partners
L.P. 15,643 20,045 25,634 61,322
Plus: Discovery's
cash distributions
to Williams Partners
L.P. (b) - 3,540 11,100 14,640
------ ----- ------ ------

Distributable cash
flow attributable to
partnership
operations 30,000 31,355 61,710 123,065

Distributable Cash
Flow attributable to
partnership
operations allocable
to general partner 600 627 1,234 2,461
--- --- ----- -----
Distributable Cash
Flow attributable to
limited partnership
operations allocable
to limited partners $29,400 $30,728 $60,476 $120,604
======= ======= ======= ========

Weighted average
number of units
outstanding: 52,777,452 52,777,452 52,777,452 52,777,452
========== ========== ========== ==========

Distributable Cash
Flow attributable to
partnership
operations per
limited partner
unit: $0.56 $0.58 $1.15 $2.29
===== ===== ===== =====

Actual cash
distribution per
unit: $0.635 $0.635 $0.635 $1.905

Total cash
distributed: $34,197 $34,197 $34,197 $102,591

Coverage ratios:

Distributable Cash
Flow attributable to
partnership
operations per
limited partner unit
divided by Actual
cash distribution
per unit: 0.88 0.92 1.80 1.20
==== ==== ==== ====

Distributable cash
flow attributable to
partnership
operations divided
by Total cash
distributed 0.88 0.92 1.80 1.20
==== ==== ==== ====

Distributable cash
flow attributable to
partnership
operations divided
by total cash
distribution
excluding Williams'
IDR Support (c) 0.72 0.75 1.48 0.99
==== ==== ==== ====

Net income, per
common and
subordinated unit
divided by Actual
cash distribution
per unit 0.57 0.76 1.64 0.99
==== ==== ==== ====

Net income divided
by Total cash
distributed 0.55 0.74 1.64 0.97
==== ==== ==== ====

(a) Maintenance capital expenditures includes certain well
connection capital.
(b) Discovery's LLC agreement was amended in the second quarter 2009
so that it would make its cash distribution for a given quarter in
that same quarter.
(c) Williams' IDR support is a reduction of total cash distributed
of approximately $7.4 million.

Wamsutter
Reconciliation of Non-GAAP "Distributable Cash Flow" to GAAP "Net
income"

Net income $15,321 $18,975 $23,642 $57,938
Depreciation and
accretion 5,447 5,556 5,684 16,687
Maintenance capital
expenditures (5,437) (6,080) (2,787) (14,304)
------ ------ ------ -------

Distributable Cash
Flow - 100% $15,331 $18,451 $26,539 $60,321
======= ======= ======= =======

Discovery Producer Services
Reconciliation of Non-GAAP
"Distributable Cash Flow" to GAAP
"Net income"

Net income (loss) ($5,352) $6,646 $18,430 $19,724
Depreciation and
accretion 3,929 4,765 5,005 13,699
Maintenance capital
expenditures (70) (1,037) (518) (1,625)
--- ------ ---- ------

Distributable Cash
Flow - 100% ($1,493) $10,374 $22,917 $31,798
======= ======= ======= =======

Distributable Cash
Flow - our 60%
interest ($896) $6,224 $13,750 $19,079
===== ====== ======= =======

Williams Partners L.P.
Reconciliation of Non-GAAP "Distributable Cash Flow attributable to
partnership operations" and coverage ratio outlook for 2009 and
2010
(Dollars in millions)

Full Year 2009 Full Year 2010
-------------- --------------
Total Year Total Year Total Year Total Year
Low High Low High
--- ---- --- ----

Net income $130 $151 $144 $178
Depreciation,
amortization and
accretion 45 45 46 46
Certain non-cash,
non-recurring items (3) (2) (7) (5)
Reimbursements from
Williams under
omnibus agreement 4 4 1 1
Equity earnings (94) (99) (107) (123)
Maintenance capital
expenditures (21) (21) (32) (32)
--- --- --- ---

Distributable cash
flow excluding
equity investments $61 $78 $45 $65
--- --- --- ---

Plus: Wamsutter
cash distributions
to Williams
Partners L.P. 86 87 99 107
Plus: Discovery's
cash distributions
to Williams
Partners L.P. 23 25 31 38
-- -- -- --

Distributable cash
flow attributable
to partnership
operations $170 $190 $175 $210
==== ==== ==== ====

Total cash to be
distributed $137 $137 $166 $166

Coverage Ratios:

Distributable cash
flow attributable
to partnership
operations divided
by total cash
distributed 1.2 1.4 1.1 1.3
=== === === ===

Net income divided
by total cash
distributed 1.0 1.1 0.9 1.1
=== === === ===

Consolidated Statements of Income
(UNAUDITED)

2008*
----
(Thousands,
except per-unit
amounts)
----------------
1st Qtr 2nd Qtr 3rd Qtr Y-T-D 4th Qtr Full Year
------- ------- ------- ----- ------- ---------
---------
Revenues:
---------
Product sales:
Affiliate $78,122 $94,134 $92,421 $264,677 $49,622 $314,299
Third-
party 4,221 9,741 6,430 20,392 4,589 24,981

Gathering
and processing:
Affiliate 8,790 9,847 9,480 28,117 9,776 37,893
Third-
party 46,210 49,548 50,721 146,479 48,577 195,056
Storage 7,333 7,102 8,264 22,699 8,730 31,429
Fractiona-
tion 3,292 4,804 5,484 13,580 3,861 17,441
Other 2,394 3,069 2,913 8,376 7,585 15,961
----- ----- ----- ----- ----- ------

Total
revenues 150,362 178,245 175,713 504,320 132,740 637,060

Cost and expenses:
Product cost
and shrink
replacement:
Affiliate 22,033 27,686 22,358 72,077 13,295 85,372
Third-
party 30,065 38,323 35,391 103,779 16,927 120,706

Operating
and maintenance
expense:
Affiliate 23,133 16,548 21,220 60,901 15,834 76,735
Third-
party 23,951 29,984 29,257 83,192 25,974 109,166

Depreciation,
amortization
and
accretion 11,226 11,002 11,735 33,963 11,066 45,029

General and
administrative
expense:
Affiliate 9,876 12,385 10,620 32,881 11,184 44,065
Third-
party 928 749 664 2,341 653 2,994

Taxes other
than income 2,505 2,167 2,314 6,986 2,522 9,508
Other, net 333 (2,811) (5,822) (8,300) 4,777 (3,523)
--- ------ ------ ------ ----- ------
Total costs
and
expenses 124,050 136,033 127,737 387,820 102,232 490,052
------- ------- ------- ------- ------- -------

Operating
income 26,312 42,212 47,976 116,500 30,508 147,008

Equity earnings -
Wamsutter 21,194 37,480 20,801 79,475 9,063 88,538
Discovery
investment
income
(loss) 13,621 8,570 8,244 30,435 (8,078) 22,357
Interest
expense (17,673) (16,683) (16,437) (50,793) (16,427) (67,220)
Interest
income 175 243 249 667 39 706
--- --- --- --- -- ---

Net income $43,629 $71,822 $60,833 $176,284 $15,105 $191,389
======= ======= ======= ======== ======= ========

Allocation
of net income *
Net
income $43,629 $71,822 $60,833 $176,284 $15,105 $191,389
Allocation
of net
income (loss)
to general
partner* 5,981 7,811 7,985 21,777 7,180 28,957
----- ----- ----- ------ ----- ------
Allocation
of net
income to
limited
partners* $37,648 $64,011 $52,848 $154,507 $7,925 $162,432

Net income,
per
common and
subordinated
unit* $0.71 $1.21 $1.00 $2.92 $0.15 $3.07

Weighted average
number of
units
out-
stand-
ing 52,774,728 52,774,728 52,775,912 52,775,126 52,777,452 52,775,710

2009
----
(Thousands, except per-
unit amounts) 1st Qtr 2nd Qtr 3rd Qtr Y-T-D
----------------------- ------- ------- ------- -----

---------
Revenues:
---------
Product sales:
Affiliate $30,872 $32,886 $48,977 $112,735
Third-party 2,291 5,178 3,285 10,754
Gathering and processing:
Affiliate 10,610 10,826 10,990 32,426
Third-party 47,255 44,462 48,425 140,142
Storage 8,361 8,101 8,531 24,993
Fractionation 2,557 2,619 2,396 7,572
Other 3,522 2,255 2,549 8,326
----- ----- ----- -----

Total revenues 105,468 106,327 125,153 336,948

Cost and expenses:
Product cost and shrink replacement:
Affiliate 8,866 7,446 9,066 25,378
Third-party 11,296 13,092 20,937 45,325
Operating and maintenance expense:
Affiliate 11,759 10,615 10,352 32,726
Third-party 28,147 31,766 27,232 87,145
Depreciation,
amortization and
accretion 11,184 11,164 11,288 33,636
General and administrative expense:
Affiliate 11,587 11,879 11,551 35,017
Third-party 893 643 646 2,182
Taxes other than
income 2,436 2,325 2,586 7,347
Other, net 1,679 (18) (5,019) (3,358)
----- --- ------ ------

Total costs and
expenses 87,847 88,912 88,639 265,398
------ ------ ------ -------

Operating income 17,621 17,415 36,514 71,550

Equity earnings -
Wamsutter 15,321 18,975 23,642 57,938
Discovery investment
income (loss) 812 4,151 11,058 16,021
Interest expense (15,116) (15,200) (15,281) (45,597)
Interest income 34 27 14 75
-- -- -- --

Net income $18,672 $25,368 $55,947 $99,987
======= ======= ======= =======

Allocation of net income *
Net income $18,672 $25,368 $55,947 $99,987
Allocation of net
income (loss) to
general partner* (372) (137) 921 412
---- ---- --- ---
Allocation of net
income to limited
partners* $19,044 $25,505 $55,026 $99,575

Net income, per
common and
subordinated unit* $0.36 $0.48 $1.04 $1.88
Weighted average
number of units
outstanding 52,777,452 52,777,452 52,777,452 52,777,452

*The Net income, per common and subordinated unit for 2008 amounts have
been retrospectively adjusted for new guidance regarding the
application of the two-class method to calculate earnings per unit for
Master Limited Partnerships, which states, among other things, that
the calculation of earnings per unit should not reflect an allocation
of undistributed earnings to the incentive distribution right (IDR)
holders beyond amounts distributable to IDR holders under the terms of
the partnership agreement. Previously, under generally accepted
accounting principles, we calculated earnings per unit as if all the
earnings for the period had been distributed, which resulted in an
additional allocation of income to the general partner (the IDR
holder) in quarterly periods where an assumed incentive distribution
exceeded the actual incentive distribution. Following the adoption of
this guidance, we no longer calculate assumed incentive distributions.
We adopted this guidance in January 2009, and have retrospectively

Segment Profit & Operating Statistics
(UNAUDITED)
2008
----
1st Qtr 2nd Qtr 3rd Qtr Y-T-D 4th Qtr Full
(Thousands) Year
----------- ------- ------- ------- ----- ------- ----

Gathering and
Processing
- West
Segment
revenues $132,333 $158,563 $155,217 $446,113 $114,025 $560,138
Cost and
expenses:
Product cost
and shrink
replacement 47,446 61,144 53,902 162,492 26,700 189,192
Operating and
maintenance
expense 40,893 36,677 42,129 119,699 37,014 156,713
Depreciation,
amortization and
accretion 10,299 10,136 10,811 31,246 9,969 41,215
Direct general
and
administrative
expenses 1,930 2,058 2,188 6,176 2,157 8,333
Other, net 2,554 (750) (3,703) (1,899) 960 (939)
----- ---- ------ ------ --- ----

Segment operating
income 29,211 49,298 49,890 128,399 37,225 165,624
Equity
earnings 21,194 37,480 20,801 79,475 9,063 88,538
------ ------ ------ ------ ----- ------

Segment profit $50,405 $86,778 $70,691 $207,874 $46,288 $254,162
======= ======= ======= ======== ======= ========

-----------------
Gathering and
Processing - Gulf

Segment revenues $567 $546 $537 $1,650 $446 $2,096
Cost and expenses:

Operating and
maintenance
expense 524 519 148 1,191 477 1,668
Depreciation
and
accretion 153 151 153 457 294 751
Other, net - - - - 6,187 6,187
--- --- --- --- ----- -----

Segment
operating income
(loss) (110) (124) 236 2 (6,512) (6,510)
Discovery
investment
income
(loss) 13,621 8,570 8,244 30,435 (8,078) 22,357
------ ----- ----- ------ ------ ------

Segment profit
(loss) $13,511 $8,446 $8,480 $30,437 ($14,590) $15,847
======= ====== ====== ======= ======== =======

------------
NGL Services

Segment
revenues $17,462 $19,136 $19,959 $56,557 $18,269 $74,826
Cost and
expenses:
Product cost 4,652 4,865 3,847 13,364 3,522 16,886
Operating and
maintenance
expense 5,667 9,336 8,200 23,203 4,317 27,520
Depreciation
and accretion 774 715 771 2,260 803 3,063
Direct general
and
administrative
expenses 544 700 631 1,875 707 2,582
Other, net 284 106 195 585 152 737
--- --- --- --- --- ---

Segment profit $5,541 $3,414 $6,315 $15,270 $8,768 $24,038
====== ====== ====== ======= ====== =======

------------------
Williams Partners:
Conway storage
revenues $7,333 $7,102 $8,264 $22,699 $8,730 $31,429
Conway
fractionation
volumes
(bpd) -
our 50% 33,103 38,173 43,829 38,388 40,898 39,019
Carbonate
Trend
gathering
volumes
(BBtu/d) 24 23 21 23 19 22

Williams
Four Corners:
Gathering
volumes
(BBtu/d) 1,316 1,410 1,406 1,377 1,388 1,380
Plant inlet
natural gas
volumes
(BBtu/d) 547 680 681 636 673 646
NGL equity
sales (million
gallons) 36 43 43 122 40 162
NGL margin
($/gallon) $0.74 $0.78 $0.88 $0.80 $0.57 $0.75
NGL production
(million
gallons) 112 140 134 386 132 518

Wamsutter - 100%:
Gathering volumes
(BBtu/d) 434 521 506 487 534 499
Plant inlet
natural gas
volumes
(BBtu/d) 404 427 393 408 413 409
NGL equity sales
(million
gallons) 41 36 30 107 32 139
NGL margin
($/gallon) $0.58 $0.63 $0.77 $0.65 $0.40 $0.59
NGL production
(million
gallons) 106 114 97 317 98 415

Discovery Producer
Services - 100%
Plant inlet
natural gas
volumes
(BBtu/d) 627 614 378 539 211 457
Gross processing
margin
($/MMBtu) $0.45 $0.36 $0.48 $0.42 $- $0.37
NGL equity sales
(million
gallons) 37 23 21 81 4 85
NGL production
(million
gallons) 70 58 43 171 10 181

2009
----
(Thousands) 1st Qtr 2nd Qtr 3rd Qtr Y-T-D
----------- ------- ------- ------- -----

Gathering and Processing - West
Segment revenues $90,778 $91,664 $109,843 $292,285
Cost and expenses:
Product cost and shrink
replacement 18,461 19,054 28,059 65,574
Operating and maintenance
expense 33,014 35,963 32,189 101,166
Depreciation, amortization
and accretion 10,344 10,278 10,375 30,997
Direct general and
administrative
expenses 2,161 2,300 2,348 6,809
Other, net 3,809 2,194 (2,968) 3,035
----- ----- ------ -----

Segment operating income 22,989 21,875 39,840 84,704
Equity earnings 15,321 18,975 23,642 57,938
------ ------ ------ ------

Segment profit $38,310 $40,850 $63,482 $142,642
======= ======= ======= ========

----------------------------
Gathering and Processing - Gulf
Segment revenues $486 $459 $350 $1,295
Cost and expenses:
Operating and maintenance
expense 575 575 124 1,274
Depreciation and
accretion 32 60 33 125
Other, net - - 326 326
- - --- ---

Segment operating income
(loss) (121) (176) (133) (430)
Discovery investment income
(loss) 812 4,151 11,058 16,021
--- ----- ------ ------

Segment profit (loss) $691 $3,975 $10,925 $15,591
==== ====== ======= =======

------------
NGL Services
Segment revenues $14,204 $14,204 $14,960 $43,368
Cost and expenses:
Product cost 1,701 1,484 1,944 5,129
Operating and maintenance
expense 6,317 5,843 5,271 17,431
Depreciation and
accretion 808 826 880 2,514
Direct general and
administrative
expenses 756 764 860 2,380
Other, net 306 113 209 628
--- --- --- ---

Segment profit $4,316 $5,174 $5,796 $15,286
====== ====== ====== =======

------------------
Williams Partners:
Conway storage
revenues $8,361 $8,101 $8,531 $24,993
Conway fractionation
volumes (bpd) - our
50% 36,721 40,688 36,916 38,109
Carbonate Trend gathering
volumes (BBtu/d) 20 19 15 18
Williams Four Corners:
Gathering volumes (BBtu/
d) 1,355 1,321 1,377 1,351
Plant inlet natural gas
volumes (BBtu/d) 653 554 653 620
NGL equity sales (million
gallons) 39 39 44 122
NGL margin ($/gallon) $0.32 $0.40 $0.46 $0.39
NGL production (million
gallons) 123 123 143 389
Wamsutter - 100%:
Gathering volumes (BBtu/
d) 534 545 543 541
Plant inlet natural gas
volumes (BBtu/d) 437 419 412 423
NGL equity sales (million
gallons) 36 35 37 108
NGL margin ($/gallon) $0.25 $0.39 $0.43 $0.36
NGL production (million
gallons) 105 109 114 328
Discovery Producer Services - 100%
Plant inlet natural gas
volumes (BBtu/d) 324 470 569 455
Gross processing margin
($/ MMBtu) $0.10 $0.20 $0.30 $0.22
NGL equity sales (million
gallons) 12 25 30 67
NGL production (million
gallons) 30 56 79 165

SOURCE Williams Partners L.P.

Jeff Pounds, media relations, +1-918-573-3332, Sharna Reingold, investor
relations, +1-918-573-2078, both of Williams